NEW YORK, Jan. 29, 2019 (GLOBE NEWSWIRE) -- Gainey McKenna & Egleston announces that it filed a class action lawsuit against Finisar Corporation (“Finisar” or the “Company”) (NasdaqGS: FNSR) and its board of directors (the “Board”), on behalf of a class consisting of all public stockholders of Finisar who have been harmed by Finisar in connection with alleged violations of Sections 14(d)(4), 14(e) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”).
On November 8, 2018, Finisar, II-VI Incorporated (“Parent”), and Mutation Merger Sub Inc., a wholly-owned Subsidiary of Parent (“Merger Sub”) entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, Merger Sub will be merged with and into Finisar, with Finisar continuing as the Surviving Corporation and a wholly owned subsidiary of Parent (collectively “the Proposed Transaction”).
The Complaint alleges that on December 28, 2018, in order to convince Finisar’s public common shareholders to vote in favor of the Proposed Transaction, Parent filed a materially incomplete and misleading Form S-4 Registration Statement (the “Proxy”) with the SEC, in violation of Sections 14(a) and 20(a) of the Exchange Act. The Complaint alleges that the incomplete Proxy does not state the percentage Finisar shareholders will own of the combined company at the conclusion of the Proposed Transaction. Instead, the Proxy states: “. . . it is expected that, immediately after completion of the Merger, former holders of Finisar Common Stock and Finisar equity awards will own approximately [BLANK]% of the outstanding shares of II-VI Common Stock.” The Complaint alleges that the Proxy contains materially incomplete and misleading information concerning: (i) the valuation analyses prepared by the Company’s financial advisor, Barclays Capital Inc. (“Barclays”), in support of their fairness opinion and (ii) the potential conflicts of interest faced by the Board during the sales process leading up to the Proposed Transaction.
Investors who purchased or otherwise acquired shares during the Class Period should contact the Firm prior to the April 1, 2019 lead plaintiff motion deadline. A lead plaintiff is a representative party acting on behalf of other class members in directing the litigation. If you wish to discuss your rights or interests regarding this class action, please contact Thomas J. McKenna, Esq. or Gregory M. Egleston, Esq. of Gainey McKenna & Egleston at (212) 983-1300, or via e-mail at firstname.lastname@example.org or email@example.com.
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